Unassociated Document


     

    EXHIBIT
10.6

     

    AMENDMENT
NUMBER ONE TO RIGHTS AGREEMENT

    


    This Amendment Number One to Rights
Agreement (the “Amendment”) effective as of December 12, 2009, by and between
Highbury Financial, Inc., a Delaware corporation (the “Company”), and Continental
Stock Transfer & Trust Company, as Rights Agent  (the “Rights Agent”), amends that
certain Rights Agreement, dated as of August 10, 2009, by and between the
parties hereto (the “Agreement”).

    


    WHEREAS, all defined terms are
used with the meanings set forth in the Agreement;

     

    WHEREAS, pursuant to Section
27 of the Agreement, the Agreement may be amended by a written instrument
executed by the parties thereto so long as the Rights are then redeemable;
and

     

    WHEREAS, the Rights are
currently redeemable the Company

     

    WHEREAS, the parties to the
Agreement desire to amend the Agreement as set forth herein.

     

    NOW, THEREFORE, the parties hereto
hereby amend the Agreement, as follows.

     

    1. Amendment.

     

    (a) Section
1(n) of the Agreement is hereby amended to amend the definition of “Exempt
Person” by deleting it in its entirety and replacing it with the
following:

     

    “(n)           “Exempt
Person” shall mean (i) the Company or any Subsidiary (as such term is
hereinafter defined) of the Company, in each case including, without limitation,
in its fiduciary capacity, or any employee benefit plan of the Company or of any
Subsidiary of the Company, or any entity or trustee holding (or acting in a
fiduciary capacity in respect of) Common Stock for or pursuant to the terms of
any such plan or for the purpose of funding any such plan or funding other
employee benefits for employees of the Company or of any Subsidiary of the
Company and (ii) Affiliated Managers Group, Inc. and its Affiliates and
Associates solely to the extent that any actions are taken by such Person
pursuant to the terms of a merger or other acquisition agreement between the
Company and such Person (or one or more of such Person’s Affiliates or
Associates) or any voting or proxy agreements or arrangements entered into in
connection with such merger or other acquisition agreement; provided, that, in each case,
such merger or acquisition agreement is approved by the Board of
Directors.”

     

    2. No Other
Changes.  Except as expressly set forth herein, there are no
other changes to the Agreement, and the Agreement, as amended hereby, shall
continue in full force and effect.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3. Counterparts.  This
Amendment may be executed in one or more counterparts, each of which will be
deemed an original, but all of which taken together will constitute one and the
same agreement, it being understood that all of the parties need not sign the
same counterpart.

     

    4. Governing Law. The
validity and construction of this Amendment shall for all purposes be governed
by the internal laws (and not the choice-of-law rules) of the State of
Delaware.

     

    [Signature
Page Follows]

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    In
Witness Whereof, the parties hereto have caused this Amendment Number One to
Rights Agreement to be executed as of the date first above written.

    


    


    Highbury
Financial, Inc.

     

     

    By: 
/s/ Richard S. Foote

      
        

      

    

    Name: 
Richard S. Foote

    Title:   
President and Chief Executive Officer

    


    


    Continental
Stock Transfer & Trust Company

     

     

    By:  /s/ Alexandra Albrecht

      
        

      

    

    Name:  Alexandra
Albrecht

    Title:    Vice
President